Exhibit B-2(c)
SUPPLEMENTAL INSTRUCTIONS
PURSUANT TO
TRUST AGREEMENT
DATED DECEMBER 20, 1988
No. 1995-1
These Supplemental Instructions, dated December 14, 1995,
are given pursuant to the Trust Agreement, dated as of December
20, 1988, among Xxxxxx Guaranty Trust Company of New York, as
Trustor, United States Trust Company of New York, as Trustee and
Arkansas Power & Light Company, as Beneficiary, under which River
Fuel Trust #1 (the "Trust") was formed.
WHEREAS, the Trust Agreement contemplates the delivery by
the Beneficiary to and acceptance by the Trustee of Supplemental
Instructions with respect to the execution and delivery of
agreements, acceptance of assignments of agreements or rights,
acquisition of properties and entering into certain transactions
by the Trust, in accordance with lawful requests of the
Beneficiary; and
WHEREAS, the Beneficiary now desires to give Supplemental
Instructions to the Trustee as herein set forth:
NOW, THEREFORE, the Beneficiary hereby gives, and the
Trustee by its signature hereto hereby accepts, the following
Supplemental Instructions:
The Trust is authorized and directed to take all
actions necessary to authorize the issuance of $30,000,000
aggregate principal amount of the Trust's Intermediate Term
Secured Notes, 6.34% Series B Due December 22, 1998 at a
closing scheduled on or about December 22, 1995.
Section 1. Definitions. For the purpose of these
Supplemental Instructions, the capitalized terms used herein and
not otherwise defined herein shall have the meanings set forth in
the Trust Agreement.
Section 2. Authorization and Direction to Accept and/or
Execute Documents or Rights.
The Trust is authorized and directed:
a) To accept, execute and deliver to the Purchasers
named therein three Note Purchase Agreements, substantially
in the form attached hereto, relating to the issuance of
$30,000,000 aggregate principal amount of Intermediate Term
Secured Notes, 6.34% Series B Due December 22, 1998, and to
perform all of the obligations and duties of the Trust
thereunder; and
b) To execute and deliver to the aforesaid Purchasers
the Series B Notes referred to above upon receipt of the
$30,000,000 consideration therefor, all in accordance with
said Note Purchase Agreements, and to execute and deliver
all other certificates and instruments required of the Trust
at the closing referred to in the aforesaid Note Purchase
Agreements.
Section 3. Use of Proceeds. The proceeds received upon the
issuance of the aforesaid Series B Notes shall be deposited in
the Collateral Account and promptly thereafter shall be applied
first to the payment of $25,000,000 aggregate principal amount of
the Trust's Series A Notes which mature on December 22, 1995 and
any balance of said proceeds shall be applied ultimately toward
the purchase price of Nuclear Fuel in accordance with the
directions of the Lessee.
Section 4. Confirmation of Trust. The Trustee hereby
confirms by its execution hereof that the declaration of trust
embodied in Section 3 of the Trust Agreement shall apply fully to
all rights, estates, properties, assets, payments or proceeds
received or obtained by the Trustee pursuant to these
Supplemental Instructions.
Section 5. Other Provisions. Except as herein expressly
provided, all of the terms and provisions of the Trust Agreement
shall as nearly as may be practicable apply to all rights and
obligations obtained or incurred by the Trustee pursuant to these
Supplemental Instructions.
IN WITNESS WHEREOF, the parties hereto have executed these
Supplemental Instructions as of the day and year first written
above.
ARKANSAS POWER & LIGHT
COMPANY
By: /s/ Xxxxxxx X. Xxxxx, Xx.
ACCEPTED:
UNITED STATES TRUST COMPANY
OF NEW YORK, AS TRUSTEE
By:_______________________________
